Progress Software (NASDAQ: PRGS) investors back board, pay and plan increases

Rhea-AI Filing Summary

Progress Software Corporation reported the results of its annual stockholder meeting held on May 7, 2026. Stockholders elected all nine director nominees, each receiving more votes for than withheld, and broker non-votes were recorded where applicable.

Investors approved, on an advisory basis, the compensation of the named executive officers and backed increases in shares authorized for issuance under both the 2008 Stock Option and Incentive Plan and the 1991 Employee Stock Purchase Plan. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 31,236,329 votes Equity plan increase votes for: 30,766,625 votes ESPP increase votes for: 33,065,101 votes +1 more

4 metrics

Say-on-pay votes for 31,236,329 votes Advisory approval of named executive officer compensation

Equity plan increase votes for 30,766,625 votes Increase in shares under 2008 Stock Option and Incentive Plan

ESPP increase votes for 33,065,101 votes Increase in shares under 1991 Employee Stock Purchase Plan

Auditor ratification votes for 36,258,725 votes Ratification of Deloitte & Touche LLP for fiscal 2026

Key Terms

broker non-votes, independent registered public accounting firm, 2008 Stock Option and Incentive Plan, as Amended and Restated, 1991 Employee Stock Purchase Plan, as Amended and Restated, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 31,236,329 | | 1,956,233 | | 15,833 | | 3,894,436"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

2008 Stock Option and Incentive Plan, as Amended and Restated financial

"Approval of an increase in the number of shares authorized for issuance under the Company’s 2008 Stock Option and Incentive Plan, as Amended and Restated"

1991 Employee Stock Purchase Plan, as Amended and Restated financial

"Approval of an increase in the number of shares authorized for issuance under the Company’s 1991 Employee Stock Purchase Plan, as Amended and Restated"

advisory basis financial

"Approval, on an advisory basis, of the compensation of the Company’s named executive officers"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

May 7, 2026

Date of Report (Date of earliest event reported)

____________________

Progress Software Corporation 

PROGRESS SOFTWARE CORP /MA

(Exact name of registrant as specified in its charter)

Delaware	0-19417	04-2746201
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

15 Wayside Road, Suite 400, Burlington, Massachusetts	01803
(Address of principal executive offices)	(Zip Code)

(781) 280-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PRGS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 7, 2026, Progress Software Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on, and distributed to its stockholders commencing on or about, March 25, 2026, in connection with the Annual Meeting (the “Proxy Statement”). Set forth below are the final voting results for the matters submitted to a vote of stockholders at the Annual Meeting.

(1) The election of nine members to the Board of Directors of the Company, to serve until the Company’s 2027 Annual Meeting of Stockholders;

(2) The approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement;

(3) The approval of an increase in the number of shares authorized for issuance under the Company’s 2008 Stock Option and Incentive Plan, as Amended and Restated;

(4) The approval of an increase in the number of shares authorized for issuance under the Company’s 1991 Employee Stock Purchase Plan, as Amended and Restated; and

(5) The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

The following is a summary of the voting results for each matter presented to the stockholders:

Proposal 1 – Election of Directors:

		Total Vote For Each Director		Total Vote Withheld From Each Director		Broker Non-Votes
Paul T. Dacier		31,169,530		2,038,865		3,894,436
John R. Egan		31,124,676		2,083,719		3,894,436
Rainer Gawlick		32,295,438		912,957		3,894,436
Yogesh K. Gupta		31,990,304		1,218,091		3,894,436
Charles F. Kane		31,255,597		1,952,798		3,894,436
Samskriti Y. King		32,290,374		918,021		3,894,436
David A. Krall		31,407,753		1,800,642		3,894,436
Angela T. Tucci		32,301,276		907,119		3,894,436
Vivian M. Vitale		31,582,806		1,625,589		3,894,436

Proposal 2 – Approval, on an advisory basis, of the compensation of the Company’s named executive officers:

For		Against		Abstain		Broker Non-Votes
31,236,329		1,956,233		15,833		3,894,436

Proposal 3 – Approval of an increase in the number of shares authorized for issuance under the Company’s 2008 Stock Option and Incentive Plan, as Amended and Restated:

For		Against		Abstain		Broker Non-Votes
30,766,625		2,421,416		20,354		3,894,436

Proposal 4 – Approval of an increase in the number of shares authorized for issuance under the Company’s 1991 Employee Stock Purchase Plan, as Amended and Restated:

For		Against		Abstain		Broker Non-Votes
33,065,101		137,046		6,248		3,894,436

Proposal 5 – Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026:

For		Against		Abstain
36,258,725		794,673		49,433

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Progress Software Corporation
Date: May 11, 2026
	By:	/s/ YUFAN STEPHANIE WANG
		YuFan Stephanie Wang
		Chief Legal Officer and Corporate Secretary

FAQ

What did Progress Software (PRGS) stockholders decide at the 2026 annual meeting?

Stockholders elected all nine directors, approved advisory executive compensation, increased share authorizations for two equity plans, and ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026, confirming the company’s proposed governance and compensation items.

Was executive compensation approved at Progress Software (PRGS) in 2026?

Yes, stockholders approved executive compensation on an advisory basis with 31,236,329 votes for, 1,956,233 against, 15,833 abstaining, and 3,894,436 broker non-votes, indicating support for the company’s named executive officer pay program.

Did Progress Software (PRGS) shareholders approve more shares for equity incentive plans?

Yes, shareholders approved increasing shares authorized under the 2008 Stock Option and Incentive Plan and the 1991 Employee Stock Purchase Plan, with Proposal 3 receiving 30,766,625 votes for and Proposal 4 receiving 33,065,101 votes for, along with broker non-votes reported.

Which auditor did Progress Software (PRGS) shareholders ratify for fiscal 2026?

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, with 36,258,725 votes for, 794,673 against, and 49,433 abstentions, confirming the current audit relationship for the upcoming fiscal year.

Were all Progress Software (PRGS) director nominees elected in 2026?

All nine director nominees were elected, each receiving more votes for than withheld. For example, Angela T. Tucci received 32,301,276 votes for and 907,119 withheld, with 3,894,436 broker non-votes, reflecting broad support for the board slate.

Filing Exhibits & Attachments

3 documents

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